Please Don't Make Me Love You
by Abominable Toaster
Summary: When they met, it was inevitable. The possibilities: Endless. Will Phil make a fool of himself? Guaranteed. Just give him a minute, he'll probably do it again.
1. Chapter 1

She laughed at herself inwardly as she looked up the stairs leading to the auditorium. This wasn't her style. Panic began to set in her chest, her mind rapidly questioning the steps leading up to this point. Her memories drift back to the day of her final flight at pilot training. It seemed like only moments ago that she was laughing with her fellow officers, still thrumming with excitement from their last flight as undergrads. She remembered preparing for graduation, her dress blues freshly pressed, when a man in a black suit came over to her. Pulling her from her peers, he handed her a file labeled top secret and a chance at a different future.

She'd made it to the top of the stairs by the time the memory faded. Glancing at her watch, she realized it was now her never. Swallowing hard, chin up, she entered the room. Inside there couldn't have been more than seventy-five young faces in the first few rows of the auditorium. No one had time to check out the newcomer, as a woman came onto the stage to begin the presentation. Grabbing the last available seat in the last occupied row, she found herself sitting next to a man who looked to be approximately her own age.

He glanced sideways at her, his bright blue eyes sharp and inquisitive. He looked from the corner of his eye, not wanting to be obvious. Even just from his peripherals he could tell she was gorgeous. She was dressed in service dress, one little gold bar pinned to each shoulder. Her air of confidence was overwhelming. Throughout the presentation he couldn't help but continue to sneak glances. There was no way she couldn't have noticed, he thought to himself. As people around him began to stand he realized the speaker had ended their briefing, to be honest, he wasn't sure how much time had passed.

She felt herself being watched. The whole ordeal made her uncomfortable. She could feel the eyes of the man she sat next to as he tried, and failed, to inconspicuously look at her. As the speaker concluded her briefing, she too stood and finally took a look at the man she was sitting next to. He was taller than her, not that that was unusual, he had broad shoulders and a muscular frame, but so did many of the men gathered in the auditorium. It was only when he reached out his hand was she drawn into his piercing gaze.

"Hi, Phil Coulson," his boyish grin lit up his face in a way that made her nerves dissipate, if only for a moment.

"Melinda May," she responded and returned the handshake. He let out a nervous chuckle as he tried to figure out what to say next when group leaders started yelling out numbers. They both opened their information packets.

"What group are you?" He asked as he fumbled to find his own information.

Successfully finding hers, she pulled it out of the folder. "Six," she replied, "You?"

Phil looked down on his paper, he was torn. It said four. He could feel the little devil on his shoulder urging him to just lie, why not? What's the worst that could happen? "Uhh four," he told her truthfully.

She shrugged, "I guess I'll see you around then."

He nodded and struggled to string together a coherent sentence as she picked up her things and began to walk towards her own group. "I'd like that," he finally spouted. She smirked at him before turning back to her group. Foolish. He felt foolish.

Picking up his things he walked over to his group and tried to listen to the leader. He was older than himself, though not by much. He was giving a brief overview of the facilities they would be seeing that day, and Phil took the time to look around his group. A few also wore service dress, which was an accurate representation of the group as a whole. Phil knew very little about everyone gathered. He himself didn't even really know why he was there. He didn't feel there was anything special about him. He was just a kid from Boston who liked comic books, who had an undergraduate degree, in history no less.

"…And if you'll all follow me we'll begin the tour," their guide stated.

 _Snap out of it, Phil_ , he said to himself as he refocused on the words being said as he followed the group through the door behind the stage.

Thirty minutes later Phil found himself completely engrossed with the information being provided. The history of the infamous agency was steeped in tradition, and not without its fair share of secrets. Almost as if coming up for air, Phil glanced over the sheet that had the day's schedule on it:

0800-0820- Introduction

0820-0930- Tour of Academy campus

0945- 1200- Physical Testing

1200-1300 Lunch

He stopped reading after 'lunch.' The rest of the afternoon would consist of more testing, of what he wasn't necessarily sure, which led him to question whether or not he should be nervous.

The different tour groups rotated through a series of stations, where Phil's had a tour first, Melinda's took their physical in the morning. She was pleased with this, focusing on physical activity was a surefire way to soothe her nerves. She changed out of her S.H.I.E.L.D sanctioned gym clothes and back into her service dress after a quick shower, ready to resume whatever the schedule had planned. She was thankful to see that it was lunch, her stomach growled in response. The cafeteria was teeming with the other groups and everyone was jostling for authority. The air was filled with humble brags, and not-so-humble brags. She almost smiled at the ridiculousness. Grabbing her boxed lunch, she found an empty table and began to eat, slowly reducing the testosterone-filled room to background noise.

Until of course, "is this seat taken?" Bright blue eyes looked down at her as he clutched his own lunch. His smile was contagious.

She shook her head. As he sat down, she took the opportunity to glance him over yet again. Handsome was the word she was looking for, in the most classic definition. Strong jaw, broad shoulders, toned chest hidden underneath his white button down shirt; she took a drink from her water bottle before she got into more dangerous territory.

"So, Lieutenant May, what are you doing at the S.H.I.E.L.D Academy?" He began eating, awaiting her response.

"Sounded like an opportunity of a lifetime."

"Seems like you already have a job though," he gestured at her uniform.

"I want to serve," she shrugged. "Doesn't really matter in which capacity. Why are you here?" He laughed and put down his food, suddenly seeming nervous at her question.

"Well, I didn't have any other real options so I jumped at the chance. To be honest," he looked around the cafeteria, "I'm not sure why I deserve to be here."

She quirked an eyebrow, obviously wondering what he meant.

"I don't know, I was a history major. I have no training," he sighed.

"Looks like someone noticed something you didn't then." She gave him a brief smile before continuing to eat.

He felt butterflies and felt childish because of it. A slight blush rose to the back of his neck as he thought about it, all because of that little smile she flashed him. He had liked it. He wanted more. Already, he was addicted.

Lunch ended and they parted ways. Phil felt like he was resisting some sort of magnetic pull as he forced his eyes away from her. He couldn't help it, she just had a way about her. She was one of the few people not vying for the alpha dog spot, not that he thought she couldn't get it, quite the opposite. He thought her quiet allure spoke more to her maturity as a potential agent than trying to rub her achievements in everyone's face. Phil made a commitment to himself to learn more about her, he just had to make it through the day.

The sun was setting by the time the group leaders lead them to the information desk to point them in the direction of the dorms. All the potential agents were housed in various dorms around the campus based on academic year. Fortunately, Melinda thought to herself, they were apartment style, and she didn't have to share a room. She shuddered at the thought of her randomly assigned roommate her freshman year of college and thanked the heavens she didn't have to go through that again. People were clustered in the middle of pathways as they frantically looked at their campus maps to find their way around. She figured she would just follow the masses and they'd eventually lead her to the right place.

Sure enough, the flock of cadets arrived at the dorm buildings just as darkness settled. Room 359. She headed for the stairs. Pushing the key into the lock, the door swung open to reveal exactly what you would expect for a S.H.I.E.L.D sanctioned room. Walking into the apartment revealed a small open concept living room and dining room, with a kitchen at the far end. There was a bathroom and two bedrooms leading off the side of the kitchen, and a staircase off to the other. Walking past, she saw one had already been taken.

The woman standing in the middle of the bedroom was tall and athletic, with a no-shit attitude. Melinda already thought she was going to like her. Maria was her name, Maria Hill.

"Have you met the other roommates?" Melinda asked as she dug through her information packet as to which room was hers.

"Negative, you're the first to show up," Maria responded as she continued to fold her uniform items.

Finally Melinda found the paperwork. Upstairs; she followed the stairs to the second floor. Another bathroom, and two more bedrooms. Hers was off to the left. The room was standard: double bed, a wardrobe, and a desk. She tossed her issued duffle onto the desk and pulled out a few of the uniform items she'd been given. They were told once orientation was over, the academy would resume being like a normal campus, and they'd have time to explore the town, or retrieve any personal items they'd like. Melinda didn't need much, a lifetime of preparing for the military had lead her to be a minimalist, though, looking at the dull, grey walls, she felt she needed to do something to breath life into the monotone room.

Phil's roommate's were already in the living room when he got there. John Garrett: loud, boisterous, kind of an ass, Phil would have to keep his eye on him. Next, Felix Blake: smart, preppy, clean-cut. The kind of guy who doesn't start trouble. Finally he got to his third roommate.

"Clint Barton," he shook Phil's hand with gusto. "Glad you finally made it, we were wondering if you were going to be a no show."

"Just got caught up looking at the campus," Phil Shrugged.

"No problem," Clint reached into the cooler next to the couch. "Beer?" Phil liked this guy already.

Following his introduction, Phil made his way to his assigned room on the second floor. He looked at the confines of his room and saw nothing but opportunity. _A poster here, a photo there,_ he thought to himself as he circled around his new home. So much room for activities. He sat on his bed to set his alarm for the morning, bright and early. He was nothing if not punctual.


	2. Chapter 2

In the weeks since orientation, Melinda had settled into an easy rhythm with school, after all she'd only just left one academy, followed by pilot training which was arguably more rigorous. The lectures were boring, but then again she felt all lectures were boring. Her talent remained in the hands-on portion of her training. Fighting, navigating, survival skills, leadership development. The latter she took with none other than the chatty, blue-eyed man she'd met at orientation, Phil. Much to her chagrin, he excelled in this class. His easy-going emphatic nature made him an enigmatic leader and others flocked to him, herself included, not that she would let him know that. Because of their course together four times a week, they'd begun to see quite a bit of each other, which was why Phil felt comfortable enough to ask Melinda to train him. Phil struggled in the ring. He'd never fought anyone before, not really, and definitely not since he was a kid.

When he'd asked she simply shrugged and told him she'd see him at 0600 when she was already at the gym. He'd complied, and that first day went home feeling like every bone in his body was broken. Slowly he learned. He learned not to underestimate her. He learned that she was not going to go easy on him, or anyone for that matter. Though, with the amount of time he spent with her, he still felt like he barely knew her. She didn't talk about her family, friends, where she was from, anything. It was always the mission. He knew, eventually, he'd wear her down, and out of sheer exasperation she would give him something. One day. He could be patient.

Before anyone knew it, midterms descended upon the academy. The air got colder, the occasional daring snow flake would float down only to dissolve upon reaching the ground. Phil was doing research for his history of S.H.I.E.L.D class one day when he happened upon none other than Melinda May in the library. She didn't notice him when he walked in, or at the very least didn't say anything. She looked miserable.

She slammed her pen down into her notebook causing several students to glance up suddenly. Her competency in their sparring classes was well known, and no one was looking to get on her bad side by asking her to be quiet.

Except one. He was willing to risk an extremity just to have a chance to talk to her. "Can I help?" He asked softly as he crouched next to her, crossing his arms on the table and resting his chin.

She stiffened and inhaled deeply. "No, it's fine." Her features were anything but.

"Melinda," the way he said her name was startling. No one spoke to her in that manner. She met his eyes. "Let's take a break." It wasn't a question. He was simply notifying her that there would be a change of plans.

Begrudgingly, she closed her notebook and shoved it along with the textbook she was trying to focus on into her bag.

He ushered her out of the library, his hand hovering near the small of her back. Small looks of gratitude were passed to him as the immediate threat level began to decrease in the quiet area. He could feel her seething as they stepped outside. The air had a chill about it that October brings. With midterms approaching everyone was on edge. Their strengths worked in opposite of one another; Phil was book-smart and excelled at soaking in information. Melinda was hands-on, she couldn't learn from a book. It frustrated her to no end.

"Melinda," there it was again, that voice. He only used it with her. Though she would never tell him, she liked it, it made her feel special.

"You don't need to help me, Coulson," she regretted how harsh it sounded the moment it fell off her lips.

If he was discouraged, it didn't show. "I know, but maybe I want to, did you consider that?" Her unwillingness to meet his eyes answered the question. He led her towards main street, where there were a few shops in the downtown area. Like many small college towns, there wasn't much going on. Rather than trying to hide a spy academy, S.H.I.E.L.D did the opposite: they left it in plain sight. A small town, barely a blip on the map, was the perfect guise. As soon as they had been allowed to explore following in processing, Phil had taken off to explore. Consequentially, he'd found a quaint little coffee shop.

He held the door open for her to a little cafe that was nestled between a book store and a sandwich shop. She paused a moment to let her eyes adjust to the dimness. She'd never been in there before, but the atmosphere was warm and relaxing, and the fact that it wasn't the library made it incredibly enticing.

Phil pointed to a small booth in the corner and they made their way over.

"Let me guess, hot coffee-" he was cut off by her shaking her head. "You don't like coffee?" He said it like he'd never heard such a blasphemous thing.

"I've always been more of a tea drinker," she said, already much more relaxed.

"Alright what do you want then?"

"I can order it," she went to move past him when he stopped her.

"Grab your book, I'll get drinks, alright?" She still frowned.

"You can get me next time."

Her eyes widened and she quirked an eyebrow. "Who said there'll be a next time?"

Phil shrugged, "I can hope. So what kind of tea was that?"

She rolled her eyes but sat down again. "Green, please." He nodded and walked towards the counter. Doing as he said, she pulled her book out and placed it on the table.

He came back with two steaming mugs and a plate with two cookies. He slid the book towards himself and flipped to the chapters the exam would be on. For the remainder of the afternoon, and into the evening, they studied together. He helped organize information in a way that made it easier to comprehend. Finally, after enough dirty looks by the barista as closing time neared, they decided to call it a night. The walk towards the dorms was filled with amicable silence, neither saying anything, but both enjoying the other's company. When they reached the quad, she paused, causing Phil to stop with her.

"Thank you," she said, meeting his eyes.

He smiled, his dimples making an appearance. "Anytime," he wasn't sure what else to say. He didn't want to overstep her comfort zone. He was about to ask if she'd like to study again, when they were interrupted by another woman. She immediately saw Melinda and began to rant about some guy in the gym. When she noticed Phil she stopped.

"I'm sorry, I didn't mean to interrupt," Phil smiled, indicating her apology wasn't necessary.

"Phil have you met Maria?" Melinda asked, avoiding the awkward silence.

Maria nodded vigorously, "yes, we take foreign affairs together, now do I have something to tell you…" Maria began to ramble again and Melinda caught Phil's eye again and mouthed an apology. He waved it off, and gestured for her to go with her friend. They waved goodbye, and parted ways.

Maria turned to her roommate once they got inside, "Phil is very cute. I approve."

Melinda looked shocked, "That is definitely not a thing," she simply said.

Maria shrugged, sensing her friend was not telling her the whole story, but knowing her well enough that if she pushed her for information she would get no where.

"So what happened at the gym?" Eager to change the subject, Melinda prompted Maria again with her story, launching her into a full tilt rant. She was still filling her when they reached their apartment, she slipped the key card into the door, pushing it open for Maria who was now cartoonishly describing her altercation. Natasha was sitting on a stool at the kitchen counter when they came in. Or, more appropriately, when Maria stormed in.

"What is going on?" Natasha finally asked when Maria had calmed, flopping down on the couch in an exasperated heap.

"Long story short: John Garrett still sucks. Maria told him off, he didn't like it." Melinda summarized.

Natasha huffed, springing from her chair. "I have just about had it with that asshole. In sparring this morning he tried to grab my ass; he didn't" Melinda smirked at her animated friend who was pointing a finger at no one in particular. "But I still was a whole lot of not happy." Melinda watched as Natasha began pacing their small kitchen

"I'm going to go give him a piece of my mind." Melinda's head snapped up at Natasha's statement. Even Maria, after going off for the past half hour, looked skeptical.

"Nat you don't need to do that," Maria started before she was shut down.

"I don't, but I'm going to anyway."

"You don't even know where he lives," Melinda stated, wishing she hadn't when Natasha gave her a mischievous grin.

Minutes later, Natasha had called Victoria who was at the library.

Maria and Melinda could only hear snippets of conversation, which was mostly Natasha trying to convince Victoria to hack into the library computer to find room assignments. Finally, after minutes of haggling, Natasha hung up the phone triumphantly. Without a word, she slipped on her boots and dashed for the door.

Maria gave Melinda a half-hearted shrug. "I'm not bearing witness to that." Melinda rolled her eyes and followed Natasha out of the building.

Natasha was already entering the building across the courtyard when Melinda saw her. As to not alert anyone, she casually strode across the way, nodding to several students who must have seen Natasha strut by on mission. Once she got in the door, she caught a glimpse of the stairway door closing and quickly slipped in, jogging up the stairs behind her friend.

"Hey Nat, I don't think this is a good idea…" She tossed out as she got off at the second floor, watching Natasha read door numbers.

"Garrett get your ass out here!" She pounded her fist on a door in the middle of the hallway. Melinda rolled her eyes.

"Nat stop that right now," Melinda whispered harshly as she heard a door open at the other end of the hall as Natasha kept knocking.

The cadet opened his mouth, but when confronted by the glares of two of the fiercest females ever to enter the academy, he ducked back inside without a word.

"Garrett-" she was cut off by the door opening.

"Whoa, relax he's not here," Clint Barton stood at the door, a dish towel draped over his shoulder. Natasha's surprise was quickly reclaimed by her annoyance.

"Well where is he?" Clint shrugged, another figure walking up behind him.

"What is going on?" Melinda fought the surprise that threatened to overtake her. "Melinda?" Phil's brow furrowed into a crease. "Is this about-" Phil's lips were about to form an 'M' when Natasha spoke up again.

"This is about John Garrett being an asshole," Clint smirked at her words.

"Well, you're not wrong. But perhaps we should move this discussion inside, as to avoid any further rumors being spread." Natasha rolled her eyes at him but pushed past both men to walk into the apartment.

Phil lingered in the hallway with Melinda as she stepped over the threshold into the boys' apartment. Clint had already followed Natasha, offering her something to drink as she began to tell him the story of what led her to their door.

"I'm sorry about this," Melinda started, unsure of where to go, she crossed her arms over her chest.

"Don't be, I agree with Natasha one hundred percent." Melinda smiled at him. Phil felt his cheeks get warm, he liked that smile. They stood there awkwardly, both unsure of where to go next.

"Would you uh, like something to drink? We don't have much, but…" Melinda shook her head.

"I shouldn't be staying, I have that exam tomorrow," he nodded.

"I get it, do you at least feel better about it?" She smiled, again, another genuine smile that made Phil's heart swell.

"I do, all thanks to you."

"It was the least I could do, I was just concerned for the safety of the other students in the library." She scoffed and gently shoved him. She leaned to look past the hall into the kitchen, where Natasha was now perched on a stool, Clint opposite her, leaning over the counter.

"You may be stuck with her though," Phil leaned in to watch the scene in front of them. He turned back to look at her, becoming aware of their newly created proximity. She didn't move for a moment, much to his surprise.

"Thanks again Phil," a small smile appeared on her features. Before he realized it, she'd slipped out the door. He shook his head, she would be the death of him. He made his way to the living area, smiling when Natasha and Clint didn't even register his presence, before making his way upstairs to his room.


	3. Chapter 3

It had been three days since Natasha and Melinda had stormed his apartment. That was the last he'd seen of her. Between their classes they were both occupied. Phil had spent the past 24 hours in the library trying to write an essay on modern espionage. The rain start hours ago and foolishly he thought it would stop by the time he finished. He was wrong. Very wrong.

 _Shit._ He kept thinking it, or saying it, he couldn't be sure anymore. The rain was falling heavily against the windows, threatening to flood the campus at any moment. Looking at the paper in his hands, he wondered how on Earth he was going to make it back to his dorm without ruining it completely. Regretfully, he remembers exactly where his raincoat is, hanging on the back of his door…In his room. The change in tempo of the rain signaled an opportunity. Stashing the paper in his bag, he made a run from the library, causing several exhausted faces to glance up at the sudden commotion. Underneath the awning of the library he could see to the main street bus stop. Glancing at his watch, he knew the bus would be arriving any moment. Praying for a miracle, he sprinted from the awning, dodging puddles and downcast students as they muddled about. His focus would be his downfall. He saw the bus approaching the stop. Falling didn't occur to him until he was greeted by a sharp pain as his knee and palm made contact with the pavement. To make matters worse, he heard the telltale sound of the bus driving away. _Shit._ He stood and tried to dust himself off as best he could. Begrudgingly he walked to the bus station, fuming that he now had to wait another 20 minutes before the next bus came- and that's if they were on time.

"Hey stranger, do you know when the next bus is?" He turned towards the sound of the voice and was pleasantly surprised to find Melinda May.

He pointed down the street where you could barely make out the taillights through the mist, "you just missed it."

"Dammit…" She muttered to herself, stepping from foot to foot impatiently. She glanced at her watch. "Alright, well, I'll see you around Phil." She stepped off the curb presumably towards the dorms.

"Wait, where are you going?"

"I'm not planning on waiting twenty minutes when I could already be back to my room by then."

He shrugged, her logic was sound. Thinking about his paper in his bag, he looked up at the sky. Dark clouds threatened another downpour any second.

She watched his inner contemplation, as much as she wouldn't have minded staying with him, a warm shower and relaxing in her apartment was winning her over. Turning back, she saw him adjust something in his bag before jogging over.

"Can't let you walk all by yourself across campus," he smiles.

"I feel safer already," she can't help that she's smiling too.

The walk back was filled with pleasant conversation, updating each other on their midterms, and other happenings in their life. Melinda was in the middle of telling Phil about her ten-hour study marathon prior to her exam that afternoon when the sky seemed to open up. If Phil didn't know better he would have said he heard Melinda giggle before taking off at a sprint towards their destination. A grin lit up his face as he took off after her. Rounding the final corner, he nearly crashed into her as she stood stock still, her jaw hanging comically open.

"Melinda?" He's taken aback by her sudden change in body language.

Without saying a word, she points to her building, "are you fucking kidding me?"

Phil followed her hand to where the front of the building was blocked off with caution tape. A few students were milling about alongside some campus officers. She strode over, her sudden change of pace made him jog a few strides to catch up.

"What's going on here?" She demanded, the officer gulped at the fiery woman in front of him. Phil hadn't seen her this worked up before, her day must have truly been as bad as she said.

The officer's cheeks reddened as her stare intensified, "I'm sorry ma'am, they detected a gas leak, no one's allowed inside the building, I'm really sorry," she silenced him with a glare.

She paced away from him, running a frustrated hand through her hair. Where were her roommates? Did they already know? She sighed, she had no way of reaching them at the moment. Which also meant, she had no where to go. It was late, campus buildings had already closed. If things weren't already bad, the rain chose that moment to intensify, her hair plastering to her face, clothes sticking to her.

"Melinda, come on," she felt a hand tug at her elbow, she'd forgotten Phil was still there, he'd been quiet during the whole exchange. Too tired to argue, she let him guide her across the quad to his dorm. This time she noticed the aesthetic, noting it was nearly the same as her building as she followed him up the stairs to the second floor.

He unlocked the door and pushed it open so she could enter first. The living room was empty with the exception of some left over magazines and newspapers scattered on the coffee table. Not much decorating had been done, she noticed as she took a second to observe.

"I don't think anyone's around, John and Felixare usually at the gym, right now. I'm not sure where Clint is though, can I get you anything?"

She looked down at herself, her sweatshirt was heavy and saturated, her jeans were not much better. Though, the thought of asking Phil… It seemed like he had yet to realize he was also soaked. His wet shirt followed the contours of his chest quite nicely, she took a mental note of it, for no particular reason.

He blushed as he made the sudden realization, "can I give you some clothes? Is that weird? Sorry, I just-"

"That would be great, actually," she gave him a tired smile.

He could feel the blush creeping up his neck and he cleared his throat. He walked towards the stairs, presumably towards his room. Melinda followed, interested in what his room might tell her about him. Before she got the chance he was back in the doorway, pulling the door shut behind him. She staggered a bit forward at his sudden arrival, putting them nearly toe to toe.

"Bathroom's across the hall," he handed her a stack of clothes, clearly avoiding the subject of his room, which only piqued her curiosity. She accepted the clothes and went into the bathroom, pleasantly surprised at how clean it was. Shucking her wet clothes, she examined the pile he gave her: a maroon Boston College sweatshirt and grey sweat pants. Pulling them on, she relished the warmth and whatever scent could just be described as _him_. She'd never been close enough to noticed before, how good he smells. She hangs her clothes on the railing of the shower before exiting the room.

He's no longer where she left him. Wandering down the stairs she finds him in the kitchen.

"I don't have much, but do you like grilled cheese and soup?"

"You don't have to make me anything,"

"Melinda, please." His puppy dog eyes cut through any argument she had so she simply held her arms up in defeat.

"In that case, I love grilled cheese." His smile was utterly enough for her. "Can I help?"

He shook his head, "no, but if you want anything to drink help yourself to anything in the fridge." He took a moment to look at her apparel as she walked to the refrigerator. She'd cuffed the sleeves on his old sweatshirt, and rolled the hem of his sweatpants to make them more manageable. It was adorable, though he made sure not to say as much. She pulled open the fridge and leaned in to examine the contents. Phil couldn't help but notice the fabric ride up, allowing her bare skin to be seen.

She pulled two beers from the fridge as he pulled his eyes from her at the last second. He's fairly certain she knew he was watching though. She takes the caps off both and hands one to him, which he graciously accepts, if only to prevent the stream of words that would most definitely be falling from his mouth.

He begins to cook and she settles into a chair on the other side of the counter, just watching him. She can't help it. He'd also changed from his wet clothes into a pair of jeans and a plain blue t-shirt that made his eyes pop. Though the meal was simple, the ease in which he moved around the kitchen implied he was far more skilled than he was letting on. She let her eyes wander as he artfully flipped the two sandwiches. Was she attracted to him? Without a doubt. But she hadn't come here to find a relationship, she came here for a job, a mission, a greater good. Was this just a distraction?

"Melinda, hey, you alright?" He placed a steaming bowl of tomato soup in front of her along with the sandwich.

She met his eyes and couldn't help the sensation she felt in her stomach, "Just thinking." She bit into her sandwich, noticing that his eyes had dropped to her mouth, causing her skin to feel hot.

"Thinking about..?" He prompted.

She finished chewing, "school, S.H.I.E.L.D, what I'm doing here," she scoffed at the last bit.

"What do you mean?"

"I could have been active already, doing the mission, protecting people, flying, I had my wings. I just, I don't know, I gave it all up for some, I don't know," she sighed and continued eating.

"Are you sure that's not just midterms talking?" She smiled, he had a way of lightening the mood like no other.

She nodded slowly.

"Alright, so tell me about yourself," she nearly coughed out the bite she had in her mouth. "I know hardly anything about you." He added with a grin.

She sighed, pausing as if to silently ask if they really had to do this. "I grew up moving around, I attended the Air Force Academy, and now I'm here."

"Wow, that gave me absolutely no insight whatsoever," he laughed, "fine, I'll tell you about me, and then we'll go from there. Ok?" She shrugged, but nodded for him to continue.

"I grew up outside of Boston with my Mom, I went to Boston College and studied history, I never even thought of being a part of some agency like this, I was just planning on, I dunno, teaching or something," she processed what he'd said. He would've made a good teacher; he has a natural charisma that draws people towards him, herself included. It's what will also make him an excellent leader. "Are you going to give me anything else?" He prompted, a fake pout appearing on his lips.

She chuckled, "I know three different kinds of martial arts and have been figure skating since I was a child."

"Three? Three different kinds? No wonder you can kick my ass in sparring."

She smirked at him, "I don't think it has to do with the martial arts."

He faked astonishment, "Excuse me, are you saying I'm a bad fighter?"

"Yes," she deadpanned, like it was the most basic question in the world.

"Yeah well you're not wrong," she laughed with him. Being around him was just easy. There were no rules, no manipulations. It was just Phil.

They finished eating and Melinda grabbed their plates, even with Phil's protesting. She argued it was only fair since he cooked. As she was washing she looked out the kitchen window that had a view of her building, the lights were still flashing and the area still blocked off.

"Do you want to watch a movie or something? I don't have much but…"

She smiled and dried her hands off, "I would like that."

He pulled out a box from under the table in the living room revealing a bunch of VHS tapes. _Star Wars, Indiana Jones, Star Trek,_ she wasn't surprised at his taste. He saw her hand hover over _Raiders_ a bit longer.

"Ms May, are you an Indy fan?"

"Who doesn't like Harrison Ford?" He shrugged and slid the film from it's case, sighing as he realized who ever watched it last didn't rewind it. Melinda took a seat on the couch while he fiddled with the VCR. The movie appeared on the screen and Phil scampered over to the couch and sat near her.

As the movie progressed, he watched her struggle to keep her head from bobbing, before eventually setting as she drifted off to sleep. He looked at his watch, it read nearly 2:00 A.M. Reaching for the remote, he turned of the TV and shifted so he could see her better, shaking her a little to see if she would come to. She was sound asleep, not that he could blame her, they'd both had long days. Shifting, he managed to pick her up without waking her. She was light and easy to carry as he moved her to his room, gently as he could so as not to wake her, he laid her down and tucked her in. He glanced around the room, he knew he would be the subject of ridicule in the morning. As he went to leave he felt a tug on his hand.

She looked up at him groggily, he bent down to be eye to eye, "Where're you going?" she slurred.

He tucked a stray piece of hair behind her ear. "I'm going to go sleep on the couch," he said, well aware of her hand still in his.

"Phil, we're both adults," he chuckled at her.

"Melinda," he scoffed, "You have to buy me dinner first," she pulled her hand from his and attempted to punch his arm. He intervened a kissed the top of her knuckles, an impulsive move that even surprised himself, fortunately her eyelids were already dropping. "Goodnight, Mel," he tugged the covers up higher. By the time he reached the door, she was asleep again.

Melinda woke up to the sun streaming the through the shades and warming her face. She snuggled back in, not wanting to get out of bed yet. In a flash, she sat bolt upright. This was not her bed, this was not her room, these were not her clothes. She let her eyes adjust to the dimness of the room and relaxed, faintly remembering being transferred to his room. A Captain America poster was taped to the wall over the desk, and comic books were stacked neatly on the nightstand. The more she looked, the more comic book paraphernalia became noticeable. _So this is what he was hiding,_ she thought to herself as she swung her legs out of the bed. To be honest, she was relieved that it turned out he was only a comic book nerd.

She opened the door and was immediately aware of the delicious aroma that hung in the air. Her stomach grumbled in response.

"Well good morning sleepy head," Phil was bustling about the kitchen making food. She couldn't get a good look at what it was, but it smelled amazing. He gestured for her to sit at the counter before placing a steaming plate of pancakes in front of her.

"If I'm going to be cooked for maybe I should come over more often," she said jokingly as she slid onto a chair.

"I'd like that," he looked at her earnestly. She met his eyes only for a moment before focusing on the food in front of her, avoiding his gaze. In an instant it'd become too real for her. She liked Phil, she liked spending time with him. But it couldn't be anything more than that. They were here to become agents, nothing more.

Aware of her discomfort, Phil changed the subject, "I'm pretty sure your building is open again though, so there's some good news," he smiled at her in an attempt to bring her back to the present.

"Trying to get rid of me?" He felt his spirits lift at her teasing.

"Absolutely," he chuckled.

After insisting on doing dishes again, Melinda made her way back to her own apartment. All her roommates were home when she unlocked the door, she immediately felt their eyes on her.

"How did you all survive the 'great gas leak of '85?" Melinda asked, desperate for the attention to be off her.

"We went back to the library when we got heard," Victoria said, gesturing between her and Maria.

"I've never been so bored, I actually read a book just for the fun of it," Maria added.

All eyes turned to Nat. "I was with Clint," she smirked.

Melinda thought for a moment. "You weren't at his apartment, where were you?" Melinda's eyed narrowed as Natasha's smirk grew.

"How do you know I wasn't at his apartment?" She fired back. Melinda realized she'd cornered herself.

"Were you with Phil?" Maria cried out. "I knew you liked him! And you said it wasn't a thing!" Melinda regretted coming back.

"It is not a thing, he just invited me over so I didn't have to be in the rain." She deadpanned.

"Whose clothes are you wearing then?" Victoria questioned, all three of them were enjoying this way too much.

"Because mine were soaked from the rain, and he was very kind in offering me his." She felt herself grow increasingly frustrated as she stood in uncomfortable silence. "I'm going to go take a shower." Maria snorted as she realized there would be no further prying into Melinda's life. They all dispersed throughout the apartment, finding ways to occupy their time now that midterms were over.


	4. Chapter 4

It was late on a Thursday evening when Phil found himself getting fidgety. In some rare bit of luck, he'd finished all his work at a reasonable time and now was left with free time, and nothing to fill it with. He didn't even know where his roommates were. After much deliberation, he changed into gym clothes in an attempt to burn some energy.

The gym wasn't overly crowded and he easily found a treadmill. Plugging in numbers he began to enjoy the numbing sensation exercise had on his brain. He felt his thoughts slow as he allowed his muscles to take control. He'd always stayed fit prior to entering the academy. Growing up he'd been an avid swimmer and could have competed at the collegiate level had he wanted to. But he had never been a runner. Melinda liked running though, so through some backwards logic he'd decided to give it a try. Surprisingly enough, he'd grown to like it, or tolerate it at the very least.

He was a few miles in when he was startled by someone popping up in front of the machine.

"Philip," she greeted him curtly as she crossed her arms on top of the machine, resting her chin on top.

He chuckled as he slowed the machine down until he was just standing. "Natasha," he phrased it almost as a question.

"Exciting plans for a Thursday night," she stated casually. He squinted, unsure of her intentions.

"I suppose I could say the same to you?" Again, he phrased it as a question.

She scoffed, "I'm just killing time before we head to the bar."

"We?" It came out before he had thought it through.

"The girls, Melinda didn't mention it?" Phil now had a feeling what she was up to.

"Why would Melinda have mentioned it to me?" He'd play along with her game, for now.

She shrugged, "It seems like you two have been getting pretty close these past few months."

Nodding, he took a defensive postion, crossing his arms against his chest. "Just friends Nat, not a big deal."

He could tell she wasn't buying his answer, which only served to pique his curiosity.

"How's Clint?" He'd walked into the apartment on more than one occasion when Natasha had been over and he was fairly confident he already knew the answer (and more than he had ever wanted to know), but he was is sick of being on the defensive.

She shrugged, allowing one corner of her mouth to peak into a smirk before erasing it from her features. "He's fine."

"Is he going to the bar?"

She shook her head, "no, he said he had other plans." Phil shrugged his shoulders, indicating he also didn't know what Clint's other plans were. "Anyway, you're loss. I'm sure Melinda will just find someone else to keep her company." He rolled his eyes at her attempt to get a rise out of him.

"I hope you have a great time! Be safe! Make good decisions!" His mock enthusiasm seemed to be enough to get her to leave and he began to power up the treadmill again.

"Don't say I didn't warn you," she raised her hands in a placating manner as she turned and walked away from him.

Her words left him in a state of confusion and he stumbled, nearly sending himself off the machine. Frustrated now, he upped the speed, needing to re-calm his mind.

He'd lost track of time at the gym and only stopped when he felt his knees shake. His body was drenched in sweat and nothing sounded better than a hot shower. Making his way to the locker room he threw on his coat and sweats and headed back to his apartment. As good as a shower had sounded, he made the mistake of sitting on the couch first. Felix had been in the kitchen and he'd stopped to chat before his roommate had left, leaving Phil sitting on the couch, embracing his own stink. He must have fallen asleep when he was woken by the door opening followed by frantic footsteps before Clint came into his line of sight.

"Hi Phil," Clint dashed by him and up the stairs before he could respond. Still debating getting up, Clint ran back down the stairs, now carrying two large bags and a length of rope.

"Do you know how to belay?" Phil looked at him with bleary eyes.

"What?"

"Never mind, I'll teach you on the way, let's go."

Looking at his watch, Phil realized it was 0300, and he had still not showered, however, whatever Clint had planned looked far too inviting to pass up. Without another word he picked up his coat and followed his friend out the door.

Phil rubbed his hands together in the cold as they walked through the commons to the backside of the opposing dorm.

"Clint, what are we doing?" He finally asked. Clint stopped in his tracks and pulled the watch cap off his head, revealing a swatch of hair that had been shaved off.

"Nat started it, and I'm going to get even." Phil's eyes doubled in size.

"Clint you can't shave her head, are you serious?"

"Of course I'm not going to shave her head, I mean a prank. I'm going to get her back with a prank." He rolled his eyes like Phil was crazy for thinking of anything else. They continued walking until they got to the back of the building to an emergency exit door. Clint thrust one bag into Phil's hands while he pulled out a lock pick set and began tinkering. The bag was much lighter than Phil thought and he took a minute to peer inside, revealing a huge pack of small paper cups. The bag still on Clint's bag looked awful heavy, allowing Phil to guess the contents. The lock sprang open with a click and Clint smiled at his success, holding the door open for Phil.

"Up to the roof we go!" Phil was beginning to wonder what he had gotten himself into.

On the roof Clint began to disassemble the bags he had packed, pulling out a harness which he climbed into and began grounding the rope to a pipe sticking out of the roof.

"Alright Phil, c'mere," Phil walked over to where Clint was gesturing. He was holding a tool in his hand with lever coming out of the side. "This is a descender, the rope is fed through and clipped to me, and all you have to do is hold this lever while I walk slowly over the side. Cool?" Phil was wondering why he agreed to this.

"Okay but why can't you just pick the lock to their door?"

"One, Victoria never goes out on Thursdays because she has an early class on Friday. And two, this is way more fun, obviously." Phil shrugged, sure that whatever Clint had cooked up couldn't be that bad. Right?

"So, I'm just going to climb and you'll pull the rope in on the way back up, cool?" He gave his uneasy counterpart a thumbs up. "It'll be fine." Clint reassured him one final time.

Phil agreed and braced himself while Clint walked over to the edge, the heavier bag still on his back, and the one filled with cups hooked to the side. _Nothing good will come out of this_ , Phil thought to himself as he slowly lowered his friend. Once Clint was at the window, he expertly inserted an instrument to unlock the latch and Phil, not for the first time, wondered how his friend had ended up at the academy. Once it was unlocked he palmed the window to get it to slide soundlessly upward. Phil felt the rope thrum and began to give it more slack till Clint had made it safely in the window.

From here it was all on Clint. Phil sat down, alone in his thoughts. Natasha's words weighed heavily on him. It was obvious he had a crush on Melinda, but he also knew Melinda didn't feel the same way. Did that suck? Yes, but it wouldn't keep him from being her friend. Her presence was intoxicating and if friendship was the only way to ensure that he could remain in her life than he'd be a fool to mess that up. He checked his watch to find twenty minutes had passed. He wasn't sure how much time Clint would need, however he knew better than to underestimate him.

Sure enough, five minutes later he saw the rope twitch, signaling Clint was now reattached. Slowly he pulled upwards on the rope as Clint steadily progressed up the side of the building, fortunately the bricks made decent holds and soon he was at the top.

"It is done," Clint bowed theatrically as they grabbed all of the gear and hastily made their way down from the roof.

When they were back in their apartment Phil desperately wanted a shower before laying down. By the time Phil's head hit the pillow, he was fast asleep.

The feeling of being woken up by freezing water is indescribable. He felt his body temporarily go into shock as he gasped for air, leaping out of bed to confront his attacker.

"Real mature Phil," he recognized that voice. He blinked the water from his eyes before he was finally able to see Melinda standing in front of him. Her arms crossed over her chest, one foot tapping irately on the floor. In one hand she held something. As if noticing he had seen it, she uncrumpled it enough for him to read. It had a sloppily drawn heart and the words: 'Game on' followed by Clint's and his own name. _What fucking idiot leaves his name…_ Phil felt his cheeks fill with color as he placed his hands on his hips, becoming acutely aware of his lack of clothing. In the back of his mind he was secretly pleased at the progress he'd made at the gym since starting, but he pushed the thought away when the small, angry lady glared at him.

"I swear it was all Clint," she shrugged at his confession, her hands coming up in a placating gesture, confusing him more.

"Game on, Phil, game on." Was all she said. He used one hand to slick his hair away from his face. Nothing good would come out of this. She dropped her hands and turned to leave his room, he could have sworn she added a little swing her hips. She was already out of the room when something occurred to him.

"How did you even get in here?"

"Don't worry about it," she called before he heard her go down the stairs. He would absolutely worry about it.

Realizing he was still wearing wet clothes, he walked to his dresser to change when he heard shouting across the hall. _Oh good, Clint is up._ He smiled smugly to himself.


End file.
